New Krypton Genesis
by Splawheel
Summary: Raya survives the confrontation with the phantom leading to a great shift in Clark Kent's growth and outlook. Now more focused on preserving and resurrecting his species an all new Kal-El emerges to face new challenges in the Smallville version of DC. Clark/multi with more villian Lex/Injustice, Cadmus, Aliens


Author's Note:

This story is set in the Smallville version of the DC universe. That story spent most of it's run dabbling into the maturation of both Superman and Lex Luthor as well as the nascent Justice League (with notable exceptions). It also stuck pretty well to Clois cannon in spirit; producing perhaps the best version of Lois Lane (Erica Durance) ever. In order to stick to that eventual relationship they had to kill off Raya, finally deal with Lana Lang, never introduce Wonder Woman or Power Girl, just give Zatanna cameos, and jettison Kara into the future. But this is the fun of fan fiction. I want to take that Smallville back story and look at a Clark Kent that is a little more interested in continuing his species and having relationships with people he won't accidentally kill just by sneezing in their direction. This is how a Clark Kent unconstrained by a Lois Lane destiny might act in a the Smallville universe.

Also, since I don't have to worry about paying actors, many villains that never returned from the 33.1 black hole because the actor portraying them wasn't a series regular can return. I can also introduce some of the wider DC universe without fear of ruining Clois or bad casting. I am going to make up some stuff about Krypton so that it fits the Smallville history which I am treating as cannon (except my prologue which is a redone season six: episode six 'Fallout' and a re-imagining of events in season 5: episode 22 'Vessel'). That also means I'm going to attempt to explain the bizarre actions of the "Jor-El" personality matrix.

Kal-El will have more than one sexual partner in an effort to save his race, although how he relates to partners as far as romantic relationships will be left unknown for now. But I'm shooting for realism in this situation and the relationships involved rather than male fantasy, for the most part. I do enjoy them so there should be some lemons periodically. The new series of events (other than the prologue) begins with the arrival of Kara in Season 7 episode 2 'Kara'. Some events will still happen, because they work, others won't or at least not in the same way. The first few plotlines will stick to their Season 7 counterparts, but as the protagonists shift motivations and goals so to will the plots further and further deviate from the final four seasons. And don't worry, no Davis Bloom Kryptonian Doomsday or Tess Mercer unleashing a platoon of de-powered Kryptonian soldiers. I hope you'll find the new villains and challenges much more interesting. Long live the Injustice League, Cadmus, and Alien invasions among others.

Prologue: New Krypton Genesis

As soon as the phantom Baeron retreated from the Kent barn, Raya helped Clark to his feet, and really took a look at him. Here was Kal-El a hulking boy with untamable black hair, expressive blue eyes and a face chiseled by Rao. He was very much an El but perhaps even more handsome than his father. Raya had carried a little flame for Jor-El, so brilliant and selfless. In some ways the birth of Kal-El was the end of her hope for higher station and marriage. Only if Lara Lor-Van couldn't give him offspring would it be acceptable for Jor-El to take a second wife to carry on the main line of the House of El. She could have been chosen: they worked well together, she was comely even by the rarified standards of Krypton, Lara liked her, and Jor-El never discriminated against the caste born, those born from the birthing matrices with their nature and aptitudes already chosen to suit a particular caste. They were both scientists after all.

Pushing aside memories of the lost chances that Kal-El's familiar features engendered, she looked at him again. And she saw a boy. A boy with no training, no technology to aid him, just a will to do the right thing and boundless power. Even though Kal-El was stronger than Baeron under a yellow sun, Baeron was a killer and battle tested. Even though he was of a council house and she should defer to him, if Raya let him lead the fight against the phantom they were going to die.

"Clark, let's get to an information terminal, and try to predict Baeron's next move. He'll be looking for one or more new radioactive power sources. I don't think he was expecting me to be here to aid you."

"He did leave rather abruptly for someone who spent ages dreaming of revenge. I think we should head to the Daily Planet. My friend Chloe has already done some research on this, and even if she's not there, she's set me up with a password for one of the archive terminals. If Baeron is causing a scene, the Planet will also be one of the first places to get news about it. Do you have any idea how much power he'll need or what all of his powers are? He seemed pretty fast and that purple energy blast hurts quite a bit," he said grimacing while rubbing his chest.

"His race could absorb certain types of what you'd call radioactive energies. I believe his race is unique in their conversion to phantoms, in that he can manipulate more than just the mind of a vessel outside the phantom zone. Some races' phantoms have mental powers that are quite dangerous but they couldn't use them inside the zone. Baeron's people had an ability to absorb certain radioactive energies and refocus them in a number of different ways bordering on the mystical. From what we've just seen, Baeron can obviously still do so even as a phantom possessing a vessel."

"Because he lacked any scruples what-so-ever, Baeron took this ability farther than any other, learning to enhance both his body, mind, and even direct disintegrating blasts from his hands. He sought out Krypton because he could absorb our power sources quite efficiently. He killed hundreds before he was stopped, and was deemed too dangerous to enter the phantom zone in the flesh, as he could kill all of the other corporeal inhabitants, even those on only a temporary sentence."

Clark looked sideways at her as they blurred from Smallville to Metropolis. With a perplexed frown he questioned, "I thought we were...incorporeal in the phantom zone, that our perception of time was altered and our apparent thirst, hunger, and injuries never resulted in harm to our actual bodies because we weren't physically present." He paused. Another question leaped visibly to his mind. "And how did the Zod phantom give his Lex Luthor vessel Kryptonian abilities. I thought you said the Baeron phantom was unique?" He ran slightly faster so he could almost fully turn his head to face Raya. "And what's this about temporary sentences to the phantom zone? How many have lapsed? We need to fix this. How could they just leave people in a hellish prison dimension for all time?!"

They had reached the outlying suburbs of Metropolis and Raya didn't like the accusatory tone Kal-El was speaking to her with. "These things were not under my control Kal-El. The council never recognized the possibility of Krypton being destroyed. Do you really think they were worried about some prisoners as our world was quaking beneath their feet before exploding around them? You must really stop making moral snap judgments on things you barely understand. We can deal with phantom zone inhabitants if we survive the escapees." Raya then pulled ahead as they reached the sky scrapers of downtown Metropolis. "At least they are still alive, unlike every other inhabitant of Krypton. Put your priorities in order," she admonished.

As they rushed through an opened door towards Chloe's desk in the basement, Clark for once remembered how much Chloe hated it when he suddenly appeared and displaced all her papers from his abrupt stops. He might have also been a little wary of making anymore mistakes in front of Raya. So they slowed to a normal pace in the stairwell leading to the basement and approached Chloe's desk. She was staring so intently at her computer display she didn't notice them until they were right in front of her desk.

"Chlooeeee...Chloe it's your best friend Clark. There's someone I'd like to introduce you to." Chloe startled, giving Clark a mini-glare for surprising her before smiling at him. As he gestured to Raya, her smile disappeared behind a wary mask. "This is Raya, the one from the place that I went away too. She's here to help me with that nuclear plant sucking zoner."

As he introduced her, Raya noticed a new look on Chloe's face of what might be dismay or jealousy that was again quickly covered by a smile. Perhaps she wasn't the only one to notice Kal-El's handsome appearance. Chloe stood and shook her hand, saying, "It's nice to finally have something good emerge from the phantom zone. I'm glad you're out and didn't ...well die...like Clark thought you had when you were stabbed...um welcome." Chloe seemed somewhat unsure of how to react to Raya, but her ever shifting responses switched from welcoming to perturbed. "Clark! Why haven't you been answering your phone. I've been trying to reach you for over an hour. We have big problems. Jimmy stumbled upon a major scoop of the ET variety. Look at what he snapped a pic of on Lex Luthor's desk." Chloe then dramatically rotated the display towards Clark and Raya. On it where schematics of the remaining portion of BrianIAC's powers source and central operating system.

"Ka...Clark, do you know what this is?"

"Yeah, something I thought I'd destroyed. Zod used it to disinfect the entire computer infrastructure from a virus planted by BrainIAC. He was then going to use it on the United States Nuclear Football to control military satellites. He had worked out how to convert them into emitting a terraforming beam weapon that would kill all of humanity and reshape Earth into Krypton's image. Lana told me later that it was actually the central part of BrainIAC, his power source and core hard drive. I thought I destroyed it with Heat vision, but Zod smashed me out of the Luthor mansion right afterwards. It wasn't there when I got back from dropping Lex off at the hospital, so I thought it destroyed." Clark physically prepared himself for another tongue lashing from Raya, as the BrainIAC hardware was obviously not destroyed but in the hands of Lex Luthor.

"Clark! You took Lex...LEX! to the hospital rather than secure the key component of BrainIAC. Lex!" It wasn't actually Raya who harangued him this time, but Chloe. Raya did nod in her direction before adding her two cents.

"You brought a human vessel enhanced with Kryptonian powers by BrainIAC to regular human doctors. I very much hope that the El crystal recognized whatever BrainIAC did to this Lex Luthor and reversed it when it returned the phantom to the phantom zone. Because I didn't program it to do anything other than force phantoms back into the zone. And what she said." Raya took a breath as if to continue, but shook her head, mumbling something in Kryptonian.

"I'm sorry Kal-El, I am doing the same thing I accused you of before. I wasn't there, so I shouldn't second guess your decisions without more information."

"But playing Monday morning quarterback is so much fun," Chloe chirped in sarcastically.

"Shouldn't we worry about Lex later. There's a zoner with a predilection for fissile materials and (gulp) disintegration that we need to deal with as soon as possible." Clark's tone was joking but he was earnest in getting back on track. And away from nit picking his every decision.

Raya, was now deep in thought, unconsciously tilting her head to the side before straightening back as she contemplated the schematic. Then she gasped, as the color ran from her face. Chloe put a comforting hand on her shoulder and asked gently, "What is it Raya?"

"It seems both problems will converge. That BrainIAC core module, while temporarily not able to function as the AI's processing platform until it can begin regenerating, still has an intact power source. I'm not sure if that's good or bad. It is good that the power source wasn't too damaged when you attacked it Clark because it could have then done any number of terrible things, such as explode so violently I'm not sure even you would have survived, or worse created a mini black hole."

Chloe looked at Raya soberly and replied in a monotone, "That's good. Those things would have definitely been very bad. But what does this have to do with the zoner? I hardly think Lex's scientists would be able to unravel a broken Kryptonian...um module(?) in six weeks."

"Right now, an energy absorbing phantom is near Smallville, trying to sense the closest, most powerful source of energy he can consume. BrianIAC's power source is not only near Baeron but it is by far the most powerful thing he could possibly absorb on this planet. He will be able to sense it and find it, long before we can. Kal-El and I, and then the rest of the human race are now in even greater danger."

They all just stared at the screen, their fears of an all powerful phantom laying waste to earth playing out in their imaginations. Then Chloe looked in turn at Clark and Raya. "Well...at least Lex won't have the opportunity to accidentally turn BrainIAC back on." She chuckled nervously. Raya and Clark both looked at her and smiled in response.

"Clark, we must go somewhere that Baeron won't easily be able to follow us. Somewhere remote. Oh but first we must devise a way to call him to us. I have a plan for how to defeat him." Though she stated this boldly, it wasn't true. Yet. She just knew that their survival depended on her taking the lead.

"Shouldn't we just head to Smallville and listen for the screams. This guy hasn't been subtle and Lex, say what you will, does have some pretty nasty defenses around his ultra secret illegal laboratories. Plus what if he seeks out Lex for information. A lot of people could get hurt."

Chloe gasped out "Lana!" before covering her mouth.

"Your concern for his victims shows your character, but we can save the most people by defeating him. If we fall, no power of the humans will stop him. With a Kryptonian power source fueling him, he is most certainly strong enough to kill us. We cannot risk the safety of all this world's living beings for the few we know he will kill. Now where can we go so that he will not be able to stumble upon us planning his defeat?" Raya knew that Clark and Chloe's responses where probably important, but she could recognize emotionality driving them. Another reason why she should be calling the shots during this battle.

Kal-El first got angry, ready to argue with her, but then he paused, probably debating the morality of her statement. "I don't like it Raya...there is someone I really care about in harms way...but you do know more about this phantom than me." His wavering emotions and drives were quite visible to Chloe and Raya. "I hope you're right. I'll never forgive myself if something happens to Lana while we're enacting a plan. Chloe, please try and get Lana away from Lex and his mansion. Damn it!" He made a move towards an empty desk as if to punch it but restrained himself with muscles tensing. They gave him a moment, but Clark didn't take it. "Let's do this, and fast." He then squared his shoulders and took off in the direction of the Kent farm. Both his and Raya's quick takeoffs sent whirlwinds of loose papers throughout the Daily Planet's basement, to Chloe's great frustration.

He sped to the barn's loft, stopping briefly to grab an octagonal disc Raya hadn't seen before. He didn't tell her what it was but instead took off at a blurring speed to the Kawatche cave outpost. A few touches later on the rocky console and they entered a hidden chamber with an octagonal pedestal which quickly closed behind them. Without a word, he placed the disc in a slot and Raya realized they were traveling through an actual portal to a genuine Kryptonian Fortress.

"Kal-El! Why didn't you tell me you had access to a Fortress?! There should be weapons installed, passive and offensive security measures we can use against him. Better still we can use it's communication functions to lure Baeron there. Although it seems very dark by Kryptonian standards. Where are we?" she asked, looking around.

"We are in what Jor-El calls the Repository of Knowledge though we sometimes call it the Fortress of Solitude. We are in the Artic circle, near the northern magnetic pole, about as far away from any other human beings as possible. It was created when I united three crystals hidden away all over the Earth. But it was damaged when I destroyed BrainIAC's construct. Jor-El doesn't speak to me anymore, through the disc, the cave, or here. Not that I mind," he grimaced, the last statement said under his breath," What do you mean by weapons?" he questioned.

But Raya couldn't answer him. She was speechless with frustration. This ungrateful lout had access to Jor-El's famed Repository and had done nothing with it. Worse he had allowed it to be damaged, perhaps ruined and he didn't care. He almost seemed relieved that Jor-El's personality matrix couldn't interact with him anymore. What had these humans done to him to make him turn against his father and his heritage so fully? She seethed at this betrayal. But to Kal-El no emotions crossed her face, her thoughts racing at the same blazing speed that they were able to run on this planet. 'Another time, this must be put aside for now.' She subtly gritted her teeth.

"There should by a myriad of energy fields to block foreign wave forms and sensors, some Fortresses had beam or plasma weaponry externally as well as field generators capable of stopping most forms of attack like projectiles, kinetic barrages, psyonic energy constructs, concussive blasts, heat, cold, or even plasma weapons. Certain areas within the fortress will be protected by stun fields to prevent tampering by unauthorized users. There will also likely be a weather generator to help hide the fortress." "But knowing Jor-El, he wouldn't have valued these counter measures if it sacrificed the amount of knowledge he could store. Since this Fortress was always intended for Earth with it's users under a yellow sun many of these features would be superfluous. Although, if the crystals were already on Earth, this may not be Jor-El's Repository. I'm not sure how he would have transferred it here before he even sent you. That is a tangent we can look into later. It should at the very least have some psionic garrotes and stasis fields internally and of course your familial dagger. It might even have a starblade for humans. I know with the fortress damaged the garrotes and stasis fields won't function but what about the dagger or a Pellak?"

Kal-El was finally looking guilty. "There was a starblade in the Kawatche caves, but first it was taken by a ... misguided individual, then it fell into the hands of...um...Segeith? Not sure what that means by the way. Anyway it disintegrated. I...um (gulp)...stabbed BrainIAC with the dagger and then it was snapped by Zod's phantom before I returned from the Phantom Zone. A brave young woman named Lana Lang attempted to kill him with it later, but it didn't go very well. She's lucky to still be alive."

Kal-El was now looking at her nervously, but she didn't care as she was putting some effort into not tearing at her hair and screaming in abject frustration. Kal-El said something to her but she ignored him, flying higher up into an unfinished chamber that had apparently not even been entered before. She took a minute to pace and curse at Kal-El's folly. " _Striking an artificial construct with the Familial Dagger! Why not just invite BrianIAC inside and offer him Argo cakes and tea. Allowing humans to use his familial dagger, when they can't even operate the settings_! Aaahhhhh!"

She felt marginally better now. As she floated back down to where Kal-El had taken a seat leaning against one of the ...storage crystals...grrhhh...she tried to gage his response to her reprehensible outburst. She wasn't even sure if he understood her as she had slipped into Kryptonian, but he definitely had heard her tone and yelling. She was preparing to be admonished for behavior unbefitting of a casteborn but stopped in mid flight. Kal-El didn't look angry he looked...defeated. 'He knows nothing of proper decorum or anything else. He is just a boy.' Sigh.

When she alighted next to him he stood and scuffed his foot against the snow covered crystal. "I know I've made a lot of mistakes, but you don't know the whole story Raya." He sighed then continued, "Besides, none of that matters now. We have a phantom powering himself up as we speak and then he's coming for us. What is your plan?"

Kal-El was right, worry about rebellious children later. Raya knew they had only a few real advantage over Baeron: they were stronger and faster, even with Kal-El being unable to fly for some reason. They also could probably pick the battlefield. Certainly it wouldn't be this priceless fortress, even if it wasn't operational. But they did need a way to draw him out? Raya stepped over to the central hub of the fortress, switching her vision to the cosmic spectrum to examine the unique holographic display utilized by all Kryptonian consoles for the last several millenia.

She took stock of the power reserves accumulated in the solar and magnetic cells. Though nowhere near enough power to even bother connecting to the empty triad power core, the many disparate cells were mostly shunting their production to maintain the integrity of the Repository and allow this console to function. A couple magnetic traps beneath the fortress appeared to be maintaining a sensor disruption field as well. Quickly scrolling through the miniscule quick access database associated with the single active console, Raya smiled and thought she just might be able to do this.

*******#######*******

 _Two Hours Later_

Raya hovered above a rocky snow covered valley over seventy miles east of the fortress. She held Kal-El's octagonal disc before her, poised to enter in the sequence to send the phantom Baeron the El familial tone that every inhabitant of the phantom zone dreamed of hearing, though whether they were nightmares depended on the prisoner. Despite the nearly depleted triad power cores making the full repository inaccessible, the quick access data base did contain the full phantom zone records. Perhaps BrianIAC had used them to release Zod prior to sabotaging the fortress. Raya was able to find Baeron easily in the phantom data base.

When Jor-El created the phantom zone, each prisoner, phantom and corporeal, received a nanite injection that made a very small addition to their brains. When they hear the El tone they will feel an overwhelming compulsion to reach a portal. From there they can be released, placed into an interactive sub-zone for interrogation, or placed into a sub-zone with phantom conversion apparatus if more outside crimes come to light or they permanently damaged other prisoners. There was also an alternate tone to cause them to flee the portals but that was hardly relevant now. All denizens were given an example of the tones before being sent to the zone, both to activate neural pathways and signal the nanites to exit the body for recycling. That and to inspire hope or fear into the prisoner.

Jor-El's personality matrix may have been carried at one time on the octagonal disc, but Raya's examination of it revealed it had been downloaded once and uploaded twice since Kal-El's leaving Krypton. Presumably these coincided with Jor-El taking direct control of the Kawatche Outpost and uploading from the ship's crystal to the disc and the Kawatche cave to the disc as well. It was perplexing to her that Kal-El was adamant that a Jor-El artificial intelligence spoke to him at the Fortress but was never downloaded from the access key.

Raya's examination of the disc also revealed that it had been converted into a pure storage device keyed to Kal-El's DNA, with a secondary protocol as a portal access key. This secondary routine contained a subset of single shot users that included Jonathan Kent (deceased), Martha Kent, and Chloe Sullivan. With Kal-El pressing the DNA reader on the disc, Raya managed to transfer Baeron's sequence as well as the simple phantom zone program to instigate the compulsion. Baeron wouldn't be able to stop himself from approaching her, even if he wasn't already hunting them.

Raya took one last look at Kal-El's initial position, switching briefly from the cosmic spectrum to X-ray in order to see him hunkered down in a 30 ft. hole. She took a last glance, memorizing which of their hastily constructed fox holes where connected and which weren't. They opted for some randomness to prevent Baeron from predicting Kal-El's movements. She glided down next to him, and with his grip on the disc Raya manipulated the display to initiate the summoning tone for Baeron. 'I really need to get Kal-El to use the vision training program so he can actually use his own disk.' Kal-El looked at her reassuringly and gripped her shoulder. "We can do this Raya. It's a good plan. We'll knock him around so thoroughly he won't know if he's coming or going."

"Focus Kal-El, it could be hours or days before we have worn him down enough to attempt phantom banishment. Do not engage him for one millisecond beyond necessary to strike him until I give the signal. Your final job will be the most dangerous if I am unable to gauge his energy reserves correctly. If he injures you, you are to go to ground for the rest of the fight. Our greater speed is his weakness, and I cannot allow you to fall to him. We need him to use his energy depleting blasts often without being hit by them. If he takes me out or knocks the El crystal away from me, it should still operate properly for you to both banish the phantom and secure the remaining energy he's channeled into his vessel. There is great danger, but also the opportunity to recharge at least one of the Fortress' power cores. Good battle, and remember the most important priority. Don't Die!"

With that parting admonition Raya took the skies once again. She felt it was important she confront Baeron first, since she could fly to avoid his disintegration blasts.

They had a surprisingly long wait, perhaps Baeron was even now conserving his new found power for the upcoming struggle. It took him a full hour and forty five minutes to reach the rocky valley created by mountains rising through glaciers. He approached Raya in a blur, firing immediately on her from just under one hundred yards. His attempt at a surprise attack was for naught. Raya had heard and seen him approach and nimbly dodged the onrushing purple beam.

"Baeron, stop this ridiculous confrontation. Surrender now and you won't have to experience the pain of your vessel as we beat you into submission. Or feel twenty years of isolation and hunger in the interrogation sub-zone. You are no match for a single Kryptonian under a yellow sun. You face two." Raya had no illusions that the phantom would take up her offer. He was one of the most vicious in the phantom zone, especially when the rumors she brought about the possible destruction of Krypton filtered through the zone. Baeron continually tried to fight through the agony forced on the phantoms whenever they drew blood, trying to inflict greater harm on others before being forced to stop. While the phantoms had a compulsion to harm others placed upon them during the conversion process to ensure no one's stay would be pleasant, some went beyond their programming, incurring pain in themselves even as they hurt others.

Baeron did pause then, starting to say something offensive no doubt. Just as he opened his mouth Kal-El leaped from his starting position and landed a thunderous blow on Baeron's temple. Kal-El had been aiming for the back of his head, but at the last second the phantom sensed him and turned to face the new threat. Bearon slammed into the ground and slid a good twenty yards away but even as he fell he unleashed a deadly purple blast towards Kal-El. The young alien was already changing direction, blurring towards the next fox hole in his planned sequence. He had not moved fast enough, unused to facing beings as quick as himself. The beam clipped his left thigh, grazing him and drawing a trickle of blood from a hand sized line of scorched flesh. 'He needs to be faster than that'. As Baeron stood to pursue Kal-El, Raya struck from a new air borne position, unleashing a powerful wave of Heat vision that the phantom couldn't fully avoid despite his vessel's greatly enhanced speed, strength, and durability. It sent him end over end before he smashed a fist into the snow covered ice to stop himself.

And so it went. The Kryptonians took it in turns. One striking while the other repositioned themselves either underground or in the air. Quite early the rapid movements of all three combatants whipped up eddies of snow, whirled up sometimes forty feet in the air to create a whiteout battlefield. This greatly aided the hit and run tactics proposed by Raya, as the Kryptonians advantage of X-Ray vision and super hearing allowed them to adjust quite easily to the poor visibility.

Baeron wasn't going down easy though. He managed to surprise Raya with a powerful leaping upper cut by using her Heat vision beams to track her location and hit her before she could react to his charge. She was fooled by his change in tactics as he made a physical attack instead of his usual disintegration beams. His fist crackled with a purple glow and scorched her face as it impacted, driving her even higher into the sky. When the phantom saw her land on the slope of one of the mountains and stay down, he attacked Kal-El with renewed vigor.

Kal-El continued on alone though, using fox holes, whirlwinds of snow, and his heat vision to keep Baeron on edge. He was forced to endure powerful counter attacks now that the phantom could devote all his attention to Kal-El. Not since his fight against Zod in Lex Luthor's body had he been hit this hard by grazing disintegration blasts, elbows, and spinning back fists as he sped by throwing punches and kicks to further weaken the phantom and draw his retaliatory purple beams.

At one point Baeron pinned him down in a fox hole that wasn't already connected to others. Between the phantom's blasts and Kal-El's own earth shaking stomps, he brought down the trench's walls to cover himself in ice. He was in the midst of punching his way down and towards another set of tunnels when he heard, then saw Raya re-enter the fight.

As Raya awoke, she noted that Baeron's disintegration-powered blow knocked her out of the fight for over thirty minutes. When she came too she was frantic, worried that Baeron had fatally injured her, or worse succeeded against Kal-El. But as she leapt into the air, clearing the billowing snow storm they'd created, she could still see Baeron firing away at the ground. She used his inattention to produce the El crystal and quickly had it re-record Baeron's radioactive emissions. Comparing it to the readings she'd taken at the beginning of the battle and then an hour ago, Raya smiled evilly. 'At this rate he'll reach his previous non-lethal levels within the hour'. She switched the El crystal back to the phantom zone banishment setting with vessel absorption and noted Kal-El burrowing further underground amidst periodic purple blasts towards his position. Fortunately none penetrated beyond the first twenty feet of ice.

Raya re-entered the fray with a resounding haymaker of her own. With the phantom gleefully attempting to finish off a trapped Kal-El, he was for once caught completely unawares and he hurtled through the air to impact a rocky cliff face bordering their valley battlefield. Kal-El took this opportunity to burst from the ground in a geyser of ice chunks and radioactive water. But Baeron seemed hurt. His vessel was already bleeding from numerous wounds and blasts of heat vision, but now the small African-American boy he'd inhabited held his neck at an awkward angle and one shoulder slumped below the other and was purpling with internal bleeding. Baeron screamed in pain and frustration, before his vessel began to glow purple while he picked himself up. Baeron popped his neck back into place while rolling his shoulders. Then the phantom charged Kal-El with a cry of rage, so the Kryptonians once again utilized their disorienting tactics.

Baeron did not fire another disintegration blast but he did continue to strike powerful counter attacks that were all now enhanced with burning radiation. He also seemed bent on closing with Kal-El, often now trying to grab him instead of just striking him in passing. He even would pursue him towards his fox holes, attempting to shrug off whatever Raya threw at the phantom to get him off Kal-El's tail.

Raya had been monitoring her internal clock and hoped his change of tactics was not going to throw off her calculations too much. When she hit her mark she called out the agreed upon Kryptonian word, signaling Kal-El it was time for the final phase. She had been forced to harbor her own solar energy for a while now, using the energy inefficient heat vision merely to feint attacks rather than strike for real. 'I wonder if Kal-El has a greater reservoir of energy since he's the first Kryptonian to grow up under a yellow sun in a millenia. (Sigh), an investigation for another time.' Raya lined up Baeron and unleashed everything she had left into a heat blast aimed at his head. Her final stroke forced her to leave the air as she could no longer divert her reserves to levitation or propulsion, but she continued to fire while circling him on the ground slowly.

When she was nearly exhausted she stopped and watched the phantom. Raya had succeeded in blackening his face and burning off his hair as well as temporarily blinding him. As he screamed, the purple glow that had surrounded his body for the last hour intensified around his head, and especially his eyes. His effort to heal himself was somewhat successful as he reformed his eyes. Then Kal-El made his move. Darting from cover, he didn't strike Baeron but wrapped him in a full nelson while kicking one of his legs in the back of the knee. The phantom fell to his knees, struggling to escape the hold and reposition his hands to get a final blast at Kal-El. But his arms where pinioned in an iron grip, hands facing down, back, and nowhere near Kal-El or Raya. Baeron reared his head back in a reverse head butt and seemed to channel even more intensely into his purple aura. Kal-El took the butt on his impenetrable forehead, but the disintegration aura the phantom was exuding was most effective. The young Kryptonian started screaming as his arms, chest, and face began smoking, destroying whatever it touched like a dried out sand sculpture breaking apart under a strong wind.

Raya leapt into action. Positioning herself the maximum range of twenty feet from the phantom she aimed and activated the El crystal. The first reaction was Baeron's purple aura being sucked into the crystal while Kal-El managed to stop screaming. Next more glowing energies left the vessel, though these were of many different colors. The vessel stopped struggling, and breathing for that matter, as the phantom was drawn inexorably into the crystal. The black wraith-like phantom struggled frantically to hold onto it's vessel but it was no match for the force sucking it into the crystal. And then with a final cry of despair it was gone. Raya sunk to her knees then slumped backwards to lay awkwardly in the snow. She heard Kal-El attempt CPR on the adolescent vessel, but she was too exhausted and relieved to move yet. She started to cry, not sure if it was because of shock, bio-stimulant overload, or joy at being alive. She didn't care.

"Raya. This boy needs medical attention immediately if he's going to survive. Come on, we can probably get him to a hospital in Norway before the five minute barrier for brain death. Let's save this one and prevent Baeron from taking one more victim." Kal-El had already picked up the scorched and battered teen and stood over Raya. His face and chest where blackened with missing flesh revealing underlying muscle and bone. His injuries from holding the phantom looked appalling but they were already starting to repair themselves as the glorious sunlight streamed down upon them through the settling snowy whirlwinds.

"Kal-El...we can't help him." Raya was at this point out of breath, and paused. Sitting up and wiping tears from her beautiful face, she looked forlornly at Kal-El. 'He's really not going to like this'. "He's been dead for almost an hour. As soon as Baeron started glowing, it was over for his vessel. If there had been a way for him to flee or take a different vessel he would have. A phantom on it's own in the physical universe would be incredibly weak and slow, though still faster than most humans. No match for either of us. So instead he was forced to use his powers to bolster a broken human. That's why he couldn't afford to use his disintegration blasts anymore." Raya then looked down guiltily before laying on the ground and focusing on taking deep breaths to calm herself.

Kal-El set the boy down. He examined him closely, probably using his X-ray vision to look at all of the damage their battle had caused. "Raya...?" Kal-El looked at her accusingly, "You knew that the phantom's vessel wouldn't survive this. Didn't you? We could have come up with a different strategy to line up Baeron with the crystal that would have saved the vessel too. Why didn't you tell me this would be the outcome?! We killed this innocent human!" Kal-El was angry and in anguish. Raya was learning so much about him at this moment. 'This psychological injury hurts him much more than any pain the phantom inflicted'.

"I...I didn't like that this would happen either. But yes, I knew that it was very likely if we were lucky enough to be victorious that the vessel would perish. You must understand my perspective though Kal-El. This strategy had the highest probability of us both surviving and gaining enough energy to reawaken the fortress."

"This was about energy! We would have gotten even more if we'd used the crystal sooner. Before we killed the vessel!"

"You are not understanding me Kal-El. You hear with your emotions, your sorrow, regret, and righteous indignation. This is not about energy, alone. It is about us both surviving the encounter. Together, even if it takes us centuries, we can save our race from the brink of extinction. We need you for your genetic heritage and to access the Repository of Knowledge. You need me to aid you in utilizing the knowledge there since you have received no Kryptonian education. I will likely be your mate, one of them hopefully," she muttered to herself.

"And we need the Repository to allow us to solve any issues that arises as we bring about the rebirth of our species and society. All pieces are necessary. Another strategy could have resulted in one of us dying, or the phantom winning, or him escaping and depriving of us the energy to restart the Fortress. If you ask me if am I willing to weigh achieving these goals versus the life of one innocent human on a planet filled with billions of humans. My answer is yes."

"Aagh! That! That is the attitude of every Kryptonian I've ever met. From Zod, Aethyr, Nam-Ek to even the artificial intelligences of both Jor-El and BrainIAC. This arrogance, that human lives don't matter. That our race is superior. And when our will is thwarted by humans, even the slightest inconvenience, they resort to murder. If this is how our race acts, who says that you and I shouldn't be the last? Why should we continue a society where lives mean so little. So much so that they destroyed themselves." Kal-El was pacing now, gesturing strongly as he ranted.

Raya forced herself up, anger overcoming exhaustion. "You know nothing of Krypton. And that is entirely your fault because for years you've had access to your father's personality matrix and lately to a library containing our entire history. And you've learned nothing. Are you really condemning your own species to extinction based on bad experiences with General Zod, his minions, and your own ignorance?!"

Kal-El started to retort but Raya pushed into his personal space poking him in the healing chest as she completed each thought. "You aren't human Kal-El. You never will be. You may be able to pretend, enmesh yourself into their culture, fall in love with them as your parents, friends, and lovers. But you will never be able to be your true self amongst them. Not now when you oh-so carefully shake a hand or give a hug so that you don't crush their bones like twigs. And not in the future when everyone you know have all died of old age and you still look twenty three. It means something more for you to die than for them. If one of them dies, then their individual story ends. If you die, then our species with a history stretching millennia, with both it's villians, heroes, wonders, and injustices will die. I cannot save it without you. You are more important than any one of them, or ten, or a hundred. And you need to trust me about that until you put in the time and effort to actually learn about your people before you cast us into the trash heap of oblivion."

"Raya, that's not how I was raised. That's not how I want to be. I save people. I sacrifice so others can be safe, or free, or happy. I don't cause the death of innocent people! I won't." Kal-El was not backing down from this argument as he had from others earlier. But neither was Raya, because in her mind, her whole future depended on Kal-El.

"I know that and I'm telling you that you're wrong. About all of it. You cannot sacrifice yourself for random human innocents." Big poke after that one followed by a dramatic pause. "Sacrificing yourself will cause many more innocent humans to die. Kal-El, you weren't sent here just to survive Krypton's destruction. You're supposed to save our people, our species and our legacy. You are also supposed to save Earth! You should know this already from Jor-El. If you die, you can't save anything. You **are** more important, and I need to you act that way." she entreated.

"I know you'll understand what I'm saying once you go through the training Jor-El prepared for you. Just trust me until then. I can't convey thousands of years of history, of lessons learned, races and planets and gods encountered in a short conversation. You know so little I'm not even sure where to start. Trust that our people can at the very least educate you about the universe. Stop avoiding your training." Raya paused then, looking up into Kal-El's reddening angry face and took a deep breath. "Now hug me, and then let's go back to the fortress."

Raya burrowed into Clark's startled form. He stiffened at first in surprise then winced as her weight pressed against his damaged chest. Her sudden abandonment of their heated argument shocked him greatly. But she was giving him a hug the likes of which he'd never experienced. A cynical part of him that he often ignored wondered if that's why she did it. He could feel the full sensation of her touch. Her arms circling his waist, her breasts flattened against him, and her hair and face burrowed into his chest. She leaned into him, slouching down and forcing him to wrap Raya in his arms as well lest she slide down him to the ground. He could feel her nose digging into a pectoral muscle, and her breasts and ribs expanding and contracting as she breathed. Raya knew she had achieved something when he finally hugged her back. This was her first supportive contact since Jor-El and Lara made their good byes before sending her into the phantom zone. And if Kal-El thought he was getting away from her with only this hug he was greatly mistaken.

Raya finally released Kal-El and took a step back from him. She let her arm slide down his side though and grasped his hand. "Kal-El, I am too exhausted to talk anymore today. That battle only lasted three hours but at the speeds we were moving it feels like it's been days since we started. You may still be going strong, but I've only been living under a yellow sun for six weeks. Let's take his body with us. If he hasn't been altered too much by the phantom we can return him to his family for burial. We'll deal with it tomorrow. Along with a lot of other things, like why you hate your own race so much." Clark tried to interject but Raya was becoming quite skilled at verbally running rough shod over him. "I know there are things I don't know. You will have as long as you need to explain tomorrow. We won't do anything or make any decisions until you've...we've had our say. About the fortress, plans, everything. Well, maybe breakfast first... but then back to the fortress to discuss things," she joked.

Raya motioned for Kal-El to pick up the boy while she looked out over the battlefield. 'We'll definitely need to cover this up soon, between the blast marks, the holes, and the radiation no human investigating could miss this. Perhaps an avalanche could take care of things. Eh, for tomorrow.' During her ruminations Kal-El had dropped her hand to pick up the teen, this time in a fireman's carry. She grabbed his hand again, somewhat giddy on the inside with this physical contact, and laced her fingers with his before he could protest.

They took off at ground eating speed, but not faster than the speed of sound. In other words a light Kryptonian jog. While Kal-El placed the body on a raised pedestal...that contained a stasis field...sigh... Raya scanned the fortress for living quarters. There weren't any, not really. No furniture anyway. There were a couple Kryptonian versions of the bathroom amongst a few rooms that varied greatly in size. Raya picked one of the smallest and dragged Kal-El towards it. It was close to six stories up, so Raya coaxed Kal-El into jumping up with her. 'We really need to get some furniture in here once I've got the internal teleporters working. What am I thinking, I can just lift and fly items anywhere I want.'

Kal-El flopped down first, pillowing his head with his hands. Raya laid down next to him. She had no intention of staying there, but opted to at least start with some space between them to put Kal-El at ease. Even though she had big plans to sneak into cuddling position once he fell asleep, Raya was first conquered by exhaustion. Her last thoughts were imagining being held by ...someone. Anyone really. With dark hair, blue eyes, a godlike physique, impenetrable skin that would feel soft to her, and super strength. Surely there were many such beings on this world.

*****######*****

 _The Following Day_

Raya was true to her word, and they did not discuss anything important upon waking. Baeron's vessel stayed in the Fortress, frozen solid in the night. They used the portal to get back to the Kawatche Outpost and then returned to the Kent farm to shower and change clothes. While Raya searched through Martha Kent's wardrobe and found a box marked 'Lois' filled with heavy metal t-shirts and jeans, Clark cooked them breakfast downstairs. When Raya came down to join him, they had the first of many important conversations that day.

"Oh no Raya, you cannot wear that shirt. If Lois knew you were wearing it, she'd probably try and take you out, even if she broke her fists that wouldn't stop her. Besides you don't want to give these humans the wrong idea. You're not actually a Hair Metal fan are you?"

"Kal-El, there were so many things that you said there that made no sense to me. Why would this Lois be angry over a shirt she abandoned? And what impression would being a "Hair Metal" fan give?"

"Lois didn't abandon those clothes, they were banished from her apartment by Chloe because when she wears them she has to listen to White Snake at disturbingly loud volumes. She used to live with us for a while, so mom lets her keep some clothes here. Lois is Chloe's cousin and she worked for both my parents when my dad was campaigning for State Senate. She's a tabloid journalist now so the less she notices you the better until we come up with an identity for you. I know her stuff fits you better because you're both in good shape, but please put on something from my mother's stuff."

"And those human impressions based on shirt choice?" she asked with a smirk.

"Erm...most girls...women...females that are big Hair Metal fans have a reputation for liking to party. On Earth that could entail drinking large quantities of I guess you'd call them intoxicants, or taking recreational drugs, or engaging in sexual acts with near strangers. You don't want a reputation as a party girl."

"Hmmm. I can understand that. So is Lois a party girl? Have you been partying it up yourself Kal-El?" Raya was grinning at his embarrassment over the subject matter. But she did wonder what the hell he'd been doing all these years instead of starting his education.

"No Raya, I'm not big on partying, seeing as we aren't affected by alcohol. Also I'd probably accidentally maim someone or reveal my secrets if I ever did get drunk. I'm not sure about Lois...let's not talk about her. I don't like gossiping and she isn't here to defend her odd choices in fashion and music." He returned to monitor his stove, ending the conversation with his body language.

Raya wasn't totally buying his reason for not wanting her to wear Lois' clothes but didn't argue. I quick dash up the stairs and back and she was now in a long sleeve red and black flannel shirt with looser jeans. They started breakfast, and it was delicious. But quiet. Kal-El was deep in thought in between stints of playing host. Raya took in the Kent farm house once again and savored eating Kal-El's cooking. It was a ritual she had been engaging in since she first exited the phantom zone, thoroughly enjoying the taste of her meals. Anything was better when compared to the faux food available in the phantom zone like raw stink rats or spike birds. As she spent time in far northern Canada adjusting to her powers under yellow sun, she took time each day to travel to a new location and sample a new variety of food.

While she did end up robbing a money dispenser her first day to afford food and native clothing, Raya didn't think Kal-El needed to know about it. Her enjoyment of local cuisine was also a search for the familiar. Some things looked the same as Kryptonian fare but tasted different. Or a dish might taste similar but not quite right to her palate. Raya looked at Clark's hulking frame and decided that Earth food must be at least as good as Kryptonian if Kal-El could grow to be so healthy and robust.

"I called Chloe while you were showering. She is relieved that we won and wanted to give her thanks to you for your help. I'm hoping you two get along because Chloe is my best friend and has been helping me keep my secrets among other things for years now."

"If she is as important and trustworthy as you say, then I'm sure we will get on well. I will do my part to get to know her. What of her friend Jimmy and his investigation into Lex Luthor? Is this Lana Lang that you were so concerned about okay?" she inquired neutrally.

"Chloe sent Jimmy along a false lead. She doesn't want him learning about Kryptonians since it can be dangerous. Knowing her, Jimmy probably won't connect the symbols from the pictures and the Kawatche caves or anything else. I think she also "accidentally" destroyed his photos," he said mirthfully, always amused with the sneakiness his best friend could pull out when it mattered most. Knowing her Jimmy would likely end up blaming Lex for the sabotage

"Lana wasn't hurt, but Lex had his arm broken when Baeron came for the power source. That isn't good news for us. Lex is insanely paranoid about alien threats to Earth and having a super powered being break in and destroy his latest alien holy grail is going to make him even worse to deal with. I think either Chloe or I might be able to get Lana to tell us what happened to the remnants of the module after the phantom was finished with it. We'll see. I'm not sure of anything with Lana anymore since she's started dating Lex." Lana being with Lex was clearly a depressing subject for Kal-El so Raya let the conversation lapse and focused on enjoying her novelty of the day, homemade strawberry preserves on a buttermilk biscuit.

They finally finished the meal and both became nervous about their next conversation. Kal-El felt he needed to defend his decisions and stop Raya from lording it over him. Raya was worried that Kal-El wasn't a very good representative of the House of El and that working with him would be next to impossible. But the time for stalling was over.

"Let's go back to the fortress Kal-El. We must talk of many things, and I do not want us to be interrupted or overheard. This town you've chosen to live in is an odd place, and I hope one of the things you'll explain is why you still live here, by yourself?"

Kal-El nodded and blurred around the kitchen cleaning up their dishes before exiting the farm house. Raya thought about offering a race to the outpost like they had done two days ago, but the atmosphere between them was too tense. Before long they were through the portal and looking for a good place to speak for an extended period of time.

"You really need to invest in some furniture Kal-El, this place seems abandoned. It feels empty enough without any people living here. Let's use the room we slept in. At least we can sit against the walls there."

"Fine." Kal-El moved deliberately to the secluded room they'd used last night. Raya followed and they each took a few seconds to arrange themselves in the empty space.

"I've been thinking about the best way to explain the things that have happened to me, since I learned that I wasn't human at fourteen. I pretty much always knew I was different because of my powers, but not why or how really different I was. Six years ago my parents took me to their hiding place for my ship. They had a thin crystal and metallic rectangle with strange writing on it that they'd grabbed from my landing site but they hadn't been able to open my ship up to that day. It was missing this octagonal disc which we later found some miles away where it had landed separately from the ship." He paused, readjusting his seating to get more comfortable.

"So even though I now knew I wasn't human, I had no idea what I was, where I came from, or why I was here. I also knew enough about human nature that I did not want to be discovered by the authorities or any private companies or groups. This was something that my parents had known since they took me in. I had to hide my differences so I wouldn't stand out and become exposed."

"When I finally found the octagonal disc and placed it in the spaceship I heard from the Jor-El artificial intelligence for the first time. It presented itself as my real father and opened the ship for me. Inside was a message that I didn't get to translate myself, because what I heard was so disconcerting. The voice of Jor-El commanded me to rule the humans with strength, as they were a flawed race. What was I supposed to think about my people. In the same message where I learned my Kryptonian name for the first time, I also learned I'd been sent to conquer Earth." Clark had gotten up and started pacing, remembering with perfect recall the horror of learning he may not be the good person his parents had raised.

"But that makes no sense. I was with Jor-El and Lara Lor-Van when they placed that message in your ship. What you've just said was not the message. Do you still have it, I could translate for you. I also don't understand about a voice speaking to you. The AI matrix would have been dormant in the ship's crystals, waiting to be downloaded into the sophisticated computers of a fortress or outpost using the access key."

"Hold off on the questions Raya. You haven't even heard the bad parts of the story yet," he requested with exasperation. He then proceeded to tell her of his infrequent encounters with his "father": when Jor-El had given powers to the archeologist Dr. Walden to 'send him a message', the time he branded and tortured him to make him return to Smallville when he was abusing red kryptonite, the time he'd given powers to a hot young dead woman who masqueraded as his cousin Kara to trick him into an unexplained destiny, when it tortured his father before putting him in a coma, or when it simply overwrote his consciousness with a new more obedient one.

At no point did "Jor-El" ever explain anything to him. It was always demands, threats, or blackmail. The artificial intelligence was especially cryptic about issues involving his destiny or training. He hoped after listing the many attacks the AI matrix had carried out upon him that Raya would understand why he avoided everything to do with Krypton like the plague. It was a sad state of affairs when he had a better relationship with Jor-El's self-proclaimed oracle, Lionel Luthor, a known sociopath and murderer, than he did with what was supposed to be his father.

In addition to being shocked at the many impediments and tribulations thrust upon a teenage Kal-El, Raya was also developing a worrying theory.

"Have you ever considered...that it was BrainIAC the entire time, that you've never even encountered Jor-El's actual personality matrix?" she questioned with great seriousness. Clark was floored. Full on mouth slackly open, eye's wide, total body paralysis, shocked. He thought back over the attacks, mysterious dreams, last minute healing, and cryptic disembodied voice-overs. He'd need to review his entire life. If this was true he could have been manipulated quite subtly and thoroughly into who he was today. Nothing was certain anymore.

"Because...some of the events you're relating would have been impossible for a personality matrix to carry out alone, no matter how sophisticated it was. Even with the Kawatche outpost as a resource, many of these actions would require a physical representative to carry out. As far as I am aware, a program cannot trap someone in a sub-space dimension, rewrite others' brains, or give powers to humans, living or dead. But you do know an entity that can. BrainIAC gave Lex powers. Zod had access to methods to brainwash Kryptonians to do his bidding. The AI's constructs could shape shift into any form it deemed necessary. You ended up doing exactly what BrainIAC wanted, freeing Zod then ruining this Fortress so you wouldn't have any help or resources if you ever managed to escape the Phantom Zone." Clark was starting to shake his head. He knew if he were a human he'd likely be hyperventilating at this point.

"Oh my god..."he whispered. Clark looked like he wanted to say more but his mind was racing so quickly he couldn't pin down a single thought to voice.

"Rao, Kal-El...Rao is the higher deity of Krypton," she corrected. Her insertion was a stab at getting the shocked young man functioning again with a non-sequitor. "Perhaps we should review your personal history in more detail. I believe between the two of us we could analyze the circumstances and devise a working theory. Just know and be reassured Kal-El, what you've described so far bears no resemblance to your real biological father. Jor-El was a great hero of our people. He was a peerless scientist, a reluctant warrior, and above all else a thoughtful and compassionate man. Do not let what you've experienced on Earth taint your understanding of your true origins," she reassured.

And so Clark broke down all of his many adventures culminating in his trip to the Phantom Zone and the few he'd had before reuniting with Raya once he escaped. With their perfect recall they were able to add insight to many situations Clark had ignored at the time. They arrived at a number of painful conclusions for the young Kent. A BrainIAC construct had likely come down to Earth in the initial meteor shower while it's primary module, the black ship, remained hidden in a hastily constructed fake asteroid made of Kryptonian remnants in the solar system's asteroid belt.

The construct had likely sabotaged his ship and the Kawatche outpost. The version of BrainIAC in the outpost at the very least crippled the Jor-El personality matrix his adopted father recovered from his ship the day he arrived. When the matrix used the octagonal disc to download itself into the Kawatche outpost, BrainIAC was probably already there to greet it. Since the artificial construct had limited power without regular access to it's primary module, it probably hid in the outpost's portal room in hibernation. A truncated BrainIAC program operating from the outpost, likely then kept tabs on him using the outpost's limited supply of extremely advanced surveillance drones. Almost every interaction in his high school years with "Jor-El" were theorized to be manipulations carried out by the BrainIAC construct using it's limited resources.

They charted phases to their interactions. The first of which was to create enmity and distrust between Kal-El and his heritage. BrainIAC wanted an untrained El it could more easily manipulate. A second phase occurred when the Outpost version of BrainIAC became concerned that humans were acquiring the An crystals, placed on Earth by Nam-An on behalf of Earth's original Krpytonian anthropologists and stewards before a later ancestor brought shame on the family in Krypton's Clone War. The stewardship was given to the El family, since their role on Mars was no longer deemed necessary with that race's extinction. The fact that Mars had once housed a very advanced race was news to Clark. Raya informed Kal-El that his family's relationship with both Mars and Earth was much more involved than he knew. A little encouragement for him to get more proactive about his Kryptonian education on her part.

Since the stones could generate a Kryptonian fortress that would provide the AI with access to the phantom zone, BrainIAC had to ensure Kal-El gained the stones. The Outpost BrainIAC then utilized the last bit of energy in it's shape-shifting construct, fake Kara, to maneuver Clark into being brainwashed using Zod's nefarious technique. This plan failed because the overlaid consciousness was defeated with black kryptonite and Clark's own will. The Outpost BrainIAC had almost no resources left so when it received a distress beacon from an An crystal, it called to it's dormant primary module for help. Raya confirmed magical human blood from Genevieve Teague touching a crystal would trigger such a beacon. The AI wouldn't have been able to anticipate the two Thernameks (brainwashed casteborn soldiers programmed to be loyal to Zod) falling to Clark so quickly after arriving. Otherwise the many gambits perpetrated by the Milton Fine construct would have been largely unnecessary.

Clark was well aware of his many, many, failures in dealing with the Milton Fine version of BrainIAC. He was also a bit annoyed with the constant harping of Raya in pointing out all of things he should have realized as the events occurred. Raya could tell Kal-El was getting frustrated with her so she pointed out what she thought of as some good news. First, that the showdown with Milton Fine and "Lex" that resulted in BrainIAC fully infiltrating the Fortress was likely a staged event. BrainIAC had likely silenced Jor-El's personality matrix residing in the An crystals quite soon after the Fortress was assembled.

Since Clark had no understanding of Kryptonian technology, he had no chance to unleash Jor-El to help him. The Lex he fought, the Lionel that had given him advice, the voice of Jor-El that provided cryptic instructions. They were all probably BrainIAC constructs stacking the deck to ensure it would circumvent hardwired protections in the Fortress to prevent a foreign AI from gaining access to key systems. Clark's dramatic choice was probably between stabbing a Milton Fine construct versus a Lex Luthor construct. Seeing this was not the guilt-relieving epiphany she'd hoped, Raya added on a second theory she'd developed as they spoke.

That the Jor-El personality matrix was probably still around and trying to help him. Though it might now be corrupted within the Fortress, the personality matrix had created oracles to work on it's behalf when the events surrounding it's son did not play out as expected. Virgil Swann and then Lionel Luthor were probably heavily influenced by Jor-El to work on Clark's behalf. This did cheer up the very dispirited young man, that a version of his biological father had been watching over him even if severely handicapped.

But Clark couldn't shake his worries that his personality had been more subtly influenced than the overt rewrite he experienced. This look back at his life had illustrated some traits in himself he didn't like or even understand. Clark could see that some of his foibles could have arisen through natural psychological factors from his circumstances. It could also be targeted changes made to him by BrainIAC, since the AI clearly had the ability to influence minds as it illustrated in the silver "kryptonite" induced psychotic paranoia episode.

When he voiced these concerns to Raya she agreed it was possible, but they would be able to check when they restarted the Fortress with Baeron's stolen energy. The two Kryptonians also hoped to find an intact Jor-El to aid them as the brilliant scientist had intended. This hope was tarnished with equal worries about the personality matrix being corrupted during BrainIAC's unfettered access to the fortress as well as other nasty surprises the diabolical AI could have left as contingencies. Raya assured Clark that she knew how to restart the Fortresses systems slowly and safely. When Clark pressed for a more detailed explanation, Raya condescended to him again that his education was too primitive for him to follow such a sophisticated explanation.

That topic discussed, both wanted a break. They decided to return to the Kent farm to do chores and have lunch before returning to the Fortress to plan and let Raya start her recovery project. Raya ended up joining Clark in completing his tasks around the farm as storm clouds threatened. Before the rain arrived they blurred into the kitchen having finished all the daily chores in record time. A simple meal of sandwiches later had the two heading back to the Kawatche Outpost.

Now aware that the BrainIAC likely had a proxy running this Kryptonian outpost for close to two decades, the two changed plans and disabled the modern surveillance technology Lionel had installed to safe guard the caves when he wrested their control back from Lex. Their hypothesis was somewhat confirmed when the outpost's psionic garrote defense attacked them as Raya manipulated the interface to reveal the crystalline hardware that ran the seemingly dormant base.

Ever the self-sacrificing hero, Clark interposed himself between the orange writhing energy lash and Raya, attempting to grapple with it as it wrapped around his throat. As he was being suffocated and his nerves struck with painful bursts of energy the dirty blond Kryptonian quickly took the entire outpost's systems offline. While Clark recovered from his ordeal, she located the heavily shielded trunk size vault and removed what was left. All she found was a remote control for a quad of surveillance drones, the case containing the microscopic drones, a Kryptonian universal sensor, and an older model El metallic tablet. At her request, Clark brought the drones and sensor to the Fortress while she used the tablet to run diagnostics on the outpost's systems. She found nearly every facet of the facility heavily rewritten, only the portal interface was largely untouched.

When Clark returned they agreed that very soon they would cannibalize the outposts systems and power source. After thoroughly deleting and an in some cases destroying the corrupted hardware. This cave was far too well known by the wrong sort of people to be useful. Raya even thought about moving the circular waist high portal device to the Kent farm or somewhere adjacent so their movements would be harder to track. They left once Raya partially dismantled the crystal core, preventing any remnant of BrainIAC from continuing to influence the monitoring outpost's operations.

Back in the Fortress the two remained near the primary interface, an angled circular platform with many clear crystals jutting from the base. Kal-El didn't want to engage in any long term planning until he was sure his mind was his own. As Raya began she warned Kal-El it would take close to two days of solid work to open up the Fortresses systems safely. Clark wanted to be near incase BrainIAC had any other surprises in store for them. But when Raya got to a point where she was just manually giving small doses of power to systems before immediately shutting them off he realized Raya was right. This was pretty safe.

So instead he blurred away to Washington DC to his mother's apartment. Clark was a bit shell shocked still. He had been so violated by BrainIAC. He needed to tell his mother what they discovered. Clark also hoped she could provide him some comfort or wisdom going forward. Since it was still mid-day she was of course working, so Clark took the opportunity to cook up a large amount of food for Raya to reheat in the Fortress. He called his mom to let her know he was visiting, and in a show of where her priorities truly lay, she was home by three that afternoon.

Clark greeted her at the door and gave his most heartfelt but non-life threatening hug. As his strength had grown these hugs had become fewer and farther between, so his mom was already aware something had happened. She new about Raya's return from an earlier phone call and had been planning on returning home to meet a good Kryptonian. The difference in this hug and the one he'd shared with Raya after the battle was consciously noted, but put aside for later.

"What's going on Clark? I appreciate you coming to me, but that's usually only been the case when something was wrong. Is Raya not who she said she was?" she asked with a concerned look.

"No Mom, In fact I think Raya is the first Kryptonian we've met that is actually who she claims to be. No, I'm here because we made a startling realization after recapturing one of the escaped phantoms." He then proceeded to tell her the cliff notes of BrianIAC's long term manipulation of Clark.

"So you're worried that you're...not really you then," she asked in a small worried voice.

"How'd you know?"

"I'm your mother Clark. I've also been there to see quite a few versions of you. On red K, brainwashed, hypnotized, possessed, paranoid, powerless...need I go on?" Clark shook his head frowning.

"Is it possible for this AI to have messed with your mind, rather than just setting you up and trying to trick you?"

"Yeah it is, and I'm starting to think it more and more likely. I feel like there are parts of me that are muted. Looking back I seem very incurious and very...reactive. I rarely took much interest in studying. I know part of that is because the school system was too easy for me, and we didn't want to draw attention to me by seeking out gifted programs. But I could have done a lot more self study." Martha just let him get his worries off his chest.

"And the way I let the Luthors monopolize the kyptonite situation. I was so diligent putting meteor infected in jail or Belle Reve but I was totally myopic to the larger picture. And so two of the most unethical people in America were able to conduct experiments for years on the infected and the rocks themselves. I mean I eventually did something, writing the expose article, but in the ironies of all irony, it was only with BrainIAC as Milton Fine that I was spurred on to do it." He chuckled ruefully.

"What would you have done differently looking back? Remember Clark, at the time the Luthor's were investigating you as well. You also were still learning about your powers. And by the time you actually knew anything about what they'd been doing, Lionel had already become a sort of... ally. Don't be so hard on yourself honey. If you think you should have done better, then now is the time to change. We can't go back in time to fix things...I mean anymore, right?" Martha was bit proud of herself for being able to mention Clark's re-lived day where he saved Lana only to lose her husband and his father instead.

"Not right now. With Raya's help maybe someday in the future." He shrugged. "I can see your points Mom. I've had the same rationalizations too. But what has me so frightened is that my mind might be hobbled. I can very much see BrainIAC wanting me to be willfully ignorant and un-strategic in my thinking. There are people out there right now doing a whole lot more with less power, but they can think big, plan ahead. Raya asked me why I'm living by myself on the farm, being a farmer. I want to say to honor dad and be closer to him, but all of this BrainIAC business has me worried there's another reason, and one not of my making. Mom, would...if Raya and I start my Kryptonian education or get more involved in the world at large..." he was obviously uncomfortable about what he was asking.

"Clark, I love you no matter where you're living or what you're doing. If you need to, or even just want to, move on from Smallville to pursue something larger you'll have my full support. Jonathan and I had thought up some plans to rent out the land and livestock if he ever got hurt. At the time it looked like you would be going to Met. U., and neither of us wanted to be the reason for you putting aside your dreams and ambitions. Since we sold the back forty and with my salary as a United States Senator, I can afford to hire some help. After the harvest this fall we can draw up some land sharing contracts for a more long term solution. I just want you to do whatever you need to do. Clark, you can't hold onto all of the guilt you do? It isn't healthy." Martha Kent said the last bit with mock admonishment before bopping him on the nose with her index finger and heading into the kitchen where she'd noticed some familiar aromas.

They spent the rest of the afternoon and early evening cooking and going over past events in a bit more detail. Martha was surprised they hadn't figured it out sooner, but in a way they had. They'd just substituted Jor-El for the true culprit. Being around his mother again was a balm to Clark's frazzled psyche, and he was all smiles when he left with a duffel bag full of meals in tupper-ware as well as a baking sheet to use for Heat Vision reheating.

Raya was still hard at work, bringing systems and information hubs online only to instantaneously turn them off or sequester them. She located two personality matrices, one labeled Jor-El and the other Lara Lor-Van, but figured she should save those for last. If BrainIAC had left traps, surely those two systems, which Clark would be sure to access, would be likely suspects. She was happy for Kal-El's return to break up the monotony.

The entire recorded knowledge the Kryptonians had acquired from the twenty eight known galaxies, resource databases, portal networks, their own vast history and scientific discoveries. All that in addition to the Fortresses systems meant she had a ridiculous amount to sift through. Thankfully most of the stored programs were access only. They would require the El administrator's genetic material and encryption pass code to edit. The first thing Raya had done was setup an advanced virus hunting enclosure within the system. Luckily this was not the first time an AI had been used against Krpytonian technology.

Without BrainIAC present to give instruction and adaptability to his creations, the defensive program would quickly remove any foreign code soon after it was sequestered. Then the only danger lie in any seemingly innocuous changes to settings the cunning AI had effected. They would need to be vigilant and go through all facets of any program they wanted to bring online. With only enough power for one of the three cores, they would be doing some juggling until they could get more power sources. Raya would likely need to travel by portal to other outposts, six by her calculations, and recover their power cores to get the Fortress back to full strength.

They had a quiet meal, Raya was glad Kal-El seemed to be in a better mood after visiting his adoptive mother. Raya would very much like to the meet the human that Clark had forged such a strong bond with. Before too long they were finished, even though Kal-El had tried to drag it out, attempting to cajole Raya into a second desert. Right after the debugging program, Raya had sought out the medical platform that came standard on every Fortress design. She was already pretty sure they would find some things wrong with Kal-El when there were multiple foreign programs that came to life in this system.

She led the agitated young man to the medical suite on the second level. In general the entire first floor was devoted to defenses, the hardware of the repository of knowledge, and learning chambers. There was also a small holding area where people could be held in crystalline stasis awaiting trail or interrogation. The second and third levels contained labs and workrooms, some of which had quite extensive shielding in case the work happened to be volatile. The fourth level contained a large hangar for their non-existent ships as well as a heavily defended armory and vault, also empty. Living quarters encircling a very large variable environment room took up the six and seventh floors. There was a substructure below the giant crystalline building that housed quite a bit of machinery necessary for the Fortress's function as well as the power cores and magnetic and solar cells.

"Now explain to me again what's going to happen?" Kal-El mumbled in a fearful query.

"Do not worry so much Kal-El, I have gone through the entire medical suite's systems, they will work perfectly. You will be placed in a state of wakeful dreaming by nanites targeted to that section of your brain. This sensory array," she handed him a helmet with an unbroken surface of a strange alloy, "will then challenge your mind with a number of carefully selected scenarios. It will note any aberrant brain function or responses beyond acceptable parameters. When it is finished, sometime tomorrow morning, I will inject you with a second dose of nanites that will remove any hardware that was discovered or repair any neural clusters that where found to be malfunctioning."

"You're going to inject me with tiny machines that can reorder my brain and I'm not supposed to worry?" he gulped.

"Kal-El, our race has full knowledge of the working nature of our species' brain. Especially because we engineered much of it to work better or give us powers back when we were interested in such things when Rao was yellow. The star not the god, although as you'll learn the two are quite related. Good, you're thinking about an existential crises not the upcoming perfectly safe procedure."

Raya then stunned Clark with an injection from a small sharp blue crystal and carefully laid him down on one of the raised biers in the nearly empty medical suite. She placed the helmet on him and checked the room's console to confirm the diagnostic procedure was operating correctly.

Since Raya had some time on her hands and was loath to return to hunting through the Fortresses massive resources for BrainIAC's surprises, she decided to take care of some unfinished business. She flew up out of the Fortress's open floor plan, since shielding and their own resilience to weather changes had long severed their need for enclosed building designs. In a blink she was back at the mountain valley where they had defeated Baeron. If any satellites had caught their extended combat no response had been initiated. She scanned the surroundings and found a likely incline for her planned avalanche. Sure, humans may uncover the battlefield someday, but hopefully by then they would be in a much better position to protect themselves.

She started with a full throated shout, hoping the vibrating sound waves would shake loose a critical mass of snow to bring the whole sheet down. When that proved insufficient she flew to the top of the well situated peak and began to stomp on the ground. After only two ground shaking blows the white tidal wave buried the valley in twenty feet of powder. She flew above the valley admiring her handiwork before flitting back to the Fortress.

Raya then collected the frozen corpse of Baeron's vessel and brought it to the medical suite. Kal-El looked tense but was unmoving. Since the challenges wouldn't all be peaceful, sleep paralysis had been induced as well. The young scientist then happily went about taking readings and tissue samples from the short dark-skinned teenager. As far as she knew, this was a unique look into Baeron's race as a phantom had never escaped before, much less used it's powers to enhance a separate species. Raya doubted Kal-El would appreciate her macabre interest so she worked through the night gathering data for later analysis before returning the broken vessel back to where she found him.

The older model tablet she recovered from the Kawatche outpost alerted her to Kal-El being finished with the procedure so she collected him and they took in a quick breakfast of baked ziti, another new dish for Raya. Clark couldn't remember what he went through, just a vague impression of struggling and thinking very hard. By the time they returned to the medical suite for Raya to examine the results, he was almost relieved that soon he would have answers, one way or another.

Raya hummed to herself, occasionally tilting her head unconsciously as she studied the report generated by the procedure. Once she finished she decided to get a rise out of Kal-El by showing overt sadness at the results.

"What is it Raya? Can it be fixed? Please say something!" he had approached her and grabbed her shoulders. Whether he intended to comfort her or shake the information out of her even he didn't know.

"It seems there was an alteration done to you..." she dragged it out, enjoying the fluctuating facial expressions Kal-El was showing her. Having had her small bit of fun she relented and continued explaining, "BrainIAC was rightly concerned that you might have inherited your father's penchant for scientific genius. So there are a few nanites maintaining a neurochemical block on the...I guessed you'd call it your drive to know more, get more information...our brains are quite complex so it's hard to explain... um your scientific curiosity would be a succinct way to put it. According to the program it really only targets interactions with science and technology. This diverted a core Kryptonian drive into other areas, probably investigating meteor mutants and too much introspection, navel gazing, and thinking about Love." she smiled showing she was making a little fun of him.

"So the rest of your neuroses are you own. Unless he made changes and felt they'd taken hold and didn't need reinforcement. But if that is the case, none of them were outside a standard deviation of normal Kyptonian responses. You did have some other noticeable differences from Krypton raised young males. They weren't abnormal enough for the machine to recommend correction but are outliers for our people. Two are notes about the parts of your brain dealing with your powers. They are quite a bit more developed than normal. This would suggest you can access more power over a longer period than a Kryptonian raised under a red sun."

"And the other. What you've said so far isn't that surprising or tragic. Why were you looking so concerned before?"

"Well, I was having you on a bit," she laughed. "Come on Kal-El, I've been the phantom zone for twenty three years. Can't a girl have some fun." Clark just crossed his arms and glared at her. The effect was partially ruined by the smile that was trying to escape his control.

"Were there actually any other outliers? I'm assuming you can fix the first issue, take out his nanites and heal the altered neurons."

"Yes, we can fix that change in the Fortress. If all you'd had access to was the outpost you would have probably just had to live with it. I was expecting there to be some residual damage from Zod's brainwashing protocols but whatever you did with that black kryptonite must have really worked. I'd like to get my hands on a piece of that for study when you get a chance."

"As far as the other outliers they are both amusing and I'd imagine embarrassing for you."

"Embarrassing how?" his glare and frown had become a bit more genuine.

"Well, you're processing of complex systems was slower than average. I'm not sure if that is a side effect of BrainIAC's manipulation, something you developed while hiding your true intelligence and abilities, or a result of the humans' archaic education system." she grumbled that last one out. It had been a depressing study observing a school on her way to Smallville. She had wanted to see what Kal-El would have been exposed to and was distressed with their emphasis on memorization over analytical thought.

"What does that mean exactly?"

"You are distressingly prone to linear thinking. The world works in systems of interconnected webs of cause, effect, and feedback. While you did complete all of the challenges the sensor array noted this tendency. Hopefully by fixing the other issue and going through the much more useful Krpytonian education programs you can leave behind this habit."

"How is that embarrassing? I'd hardly think picking up a thought process that is widespread amongst humans would be grounds for your amusement."

"Well the other outlier was in matters...of reproduction," Raya actually giggled at this point. "For your age your were deemed awkward and inexperienced." she then bent over laughing so hard she had to support her shaking torso with hands on her knees.

"What the hell! How am I supposed to have had experience. I only ever got to do...stuff when BrainIAC masquerading as Jor-El stripped my powers. I had one summer with Lana, and after an entire adolescence of denying my instincts in that regards. It takes me a while to...I don't even know why I'm explaining this. You're mean Raya, this is tragic not funny."

"Nope. It's pretty damn funny." When he loomed over her, Raya's long held manners as a casteborn kicked in and she stopped laughing at a member of the house of El. "I mean it's not funny. No, not at all." she paused taking deep breaths to calm herself. "Don't worry Kal-El we'll fix that problem soon enough. How about we correct the things we can now and then start making plans." Clark actually blushed as her innuendo registered.

But Raya was all business now, tapping away at the invisible cosmic wavelength holographic screen attached to the small three crystal console for the medical suite. When she was done, another narrow four inch long blue crystal was produced in a nearby half-sphere indentation in the wall with a flash of golden light. Clark motioned for her to wait, worried about how he would turn out after what amounted to brain surgery. After panicking for a few milliseconds he got a hold of himself and motion for Raya to continue. She sat him down on a raised block of whitish opaque crystal and moved behind him. A quick prick with the blue crystal and the nanites were away.

Again Clark fell into a deep sleep. Raya's calculations put the procedure to fix BrainIAC's alterations around an hour and a half. Using her tablet as an alarm she blurred back down to the Fortress main console to continue debugging the entire Fortress. She got into a rhythm, leaving Kal-El to find his way down to her on his own when he woke up.

"Do you feel any different?" she asked without taking her eyes from the knowledge hub she was focusing on.

"Not really, I don't think I will until I react differently to a familiar situation. I do feel better about...well getting some training now. How are we going to set our priorities? In addition to being a farmer I've been doing my best to locate the rest of the escapees and return them to the phantom zone. We definitely need to work on that. But can't we just do the same thing we did with Baeron? Line 'em up and knock 'em down at a time and place of our choosing?" he asked.

Raya noticed the discomfort he tried to hide from deferring to her judgment. She had the same concerns about leading this new partnership. It was a position she had never been in as a casteborn. Recalling her heritage led her to bring up where her focus needed to be.

"I agree, once you've started your training and can use the console. I think you should focus on researching all of the prisoners that could have escaped and devise plans for each of them. I'll review what you come up with, and then we can summon them for recapture. You might have to go get some that are more able to ignore the compulsion. I imagine a couple will track you down just like Baeron, so we'll need to keep our guards up. I need to focus on resource acquisition. As I said before, we need the Fortress functional to continue our race. I need to build two devices as well as secure enough power to fully run this facility."

"Unfortunately the advanced nature of our race's technology required...many difficult to find raw resources. The first device I'll try to rebuild or re-engineer is a matter manipulator. This will help us turn Earth materials, or at least resources from this solar system into the exact isotopes and exotic particles required to build other advance Kryptonian technology. The second device will require this because, as far as I know it used materials only found on Krypton naturally. That is a genetic manipulator for our species."

"Why do we need a genetic manipulator. I can see the need for the first machine you described. I'm sure once I know what is possible I'll want to recreate as much as we can. But what do we need to manipulate? We're already ridiculously overpowered for this planet under yellow sun."

"Well, as a casteborn, I was planned and grown. Not born. I am sterile by design. It was how our species arrived at true population control. The houses like your house of El passed on traits, ran businesses, participated in the government, and were elected to important governing bodies like the Science Council. When a need for more soldiers, scientists, or engineers was anticipated the Reproductive Board created the desired casteborn with the birthing matrix. This was also a controlled way for our people to continue improving our genes." Clark was a bit surprised at the calculated manner in which Krypton dealt with it's population. He could sense there was a pretty big 'but' coming so allowed Raya to reveal it in her own time.

"Casteborn that proved themselves especially good at their professions or exhibited a useful new trait were sought out by Council House members who were having trouble conceiving the next generation. They would take on a second wife or husband to increase the likelihood of producing a couple children that could reach the Threshold."

"I detected a capital letter on that word. What was the Threshold and why would additional spouses be needed by our oh so advanced race?" he questioned, his rural morals conflicting with Kryptonian cultural norms more and more as Raya continue to elaborate.

"It was nothing sordid Kal-El. It is just that we'd reached such a high level of evolution and design as a species that none of us wanted to decline. So the Threshold was established each generation, a battery of tests and simulations which would roughly predict the characteristics of any prospective offspring after a short assessment of their genes in the womb. Only those that passed were allowed to be born. It wasn't a great concern, as our natural life spans under red sun were...roughly two hundred Earth years. More than enough time to be picky about the next generation. A casteborn selected for this honor would be made fertile with the genetic manipulator."

And now Clark understood. Raya was not a casteborn that had been made fertile. She didn't come out and say it, but her need for a genetic manipulator made it a bit obvious. That and the fact that her body language was now very self-conscious under his scrutiny.

"Where does love and romance come into this equation? Is that only a human concept, because I've grown to like it?" he asked diverting the conversation onto a tangent to spare her the embarrassment of stating her sterility outright.

"You are letting your snap judgments show again Kal-El. The whole purpose of having secondary spouses was for just that reason. You married who you cared for the most, regardless of genetic compatibility. Castborn would also marry each other for much the same reason. But those of us that...aspired to leave a more long term mark on our people used our ambitions to spur our achievements. We also strove to become good friends to both prospective suitors and their first spouses. No one was willing to be miserable just to have children." As Raya spoke she blushed in remembrance of some of the initial interactions she'd had with Jor-El and Lara as they were entertaining the idea of a second wife.

Clark was completely focused on her now, and was starting to have uncomfortable ideas about Raya's relationship with his parents. Of all of the people on Krypton, she had been with them in the final moments. They had saved only her and himself, out of all Kryptonians.

"Raya, why were you the only one sent to the Phantom Zone? You've said that you were working for my father as his research assistant, but I don't get why only one was sent on. For that matter why only build a baby sized space ship? Why didn't you and my parents, and as many survivors as possible get into ships and come to Earth together or head into the Phantom Zone?" This was a question he'd often wondered about after learning he was an alien. Why was he the only one saved.

"It was chaotic time Kal-El. BrainIAC had triggered a doomsday device he converted from a machine we built to keep our planet's core stable after moving Krypton into a new orbit after the sun expanded into a red giant. But many of Zod's other followers continued to lurk, waiting for an opportunity to seize a Fortress, portal, or ship. Our ships were so much more powerful than the rest of the galaxies that we never made more than fifty or so at a time. Most of those were destroyed in the coup, the rest were commandeered by the Kryptonian military for guarding the Council and other key targets against BrainIAC's ship construct. When the doomsday device was triggered, Zod's forces struck the ships in their hangars. When the planet was destroyed almost none of them were in the air, much less far enough away to avoid destruction. It was all to gain better leverage to force the Council to free Zod."

"The portal's on Krypton had already been dismantled even before Zod moved into the open because the Galactic Resource Council and Reproduction Board had discovered his brainwashing of whole platoons of casteborn soldiers. You met a couple of those, the Thernameks. They were modeled after one of his most loyal lieutenants that died in an earlier peacekeeping war, Nam-Ek. BrainIAC's plot to hold Krypton hostage to secure the release of General Zod moved very quickly."

"Your father's lab within the Science Council's Fortress was the first to detect it, and when a couple other scientists disagreed with his interpretation of sensor readings there was no time for prolonged argument. The Ruling Council rejected his frantic appeal for immediate evacuation of both Krpyton and the constructed moon Argos using whatever ships were available. So he returned to the El Fortress which he had full control over and started on two tasks."

"The first and most important was converting a terraforming probe he had been working on, in the hopes of eventually using it on Mars, into the spaceship you came to Earth in. He was also devising and launching plans to halt or slow down BrainIAC's device. He even reached out to his brother Zor-El, a renowned computer engineer who worked on BrainIAC II with Jor-El when they were younger. Jor had interceded on Zor's behalf and gotten him sentenced to exile as the Governor of the penal mining facility on Argos. This was a brother mind you that had tried to kill him to get him out of the way so he could pursue your mother romantically. He was truly desperate for any recourse at that point. So the three of us worked until the final moments trying to avert our doom."

"Once we could admit Krypton's destruction was inevitable, your parents sent me first, then were to launch your tiny thrown together ship and follow themselves into the Phantom Zone. As the creator of the intergalactic prison dimension Jor-El had more than a few of these El crystals, El as in the his family's business brand. I bet the Green Lantern Corp and his personal agent the Martian Manhunter still have El crystals to banish criminals to the Phantom Zone even now."

"I can only guess that whatever happened to the planet prevented them from following me after they sent you to Earth. Please Kal-El, do not waste your thoughts on what they should have done differently. Your father only had two hours warning to do everything I've related. I've wasted enough time wondering 'what if' in the phantom zone for the both of us. Judging by your earlier comments about self-sacrifice I doubt you would have done anything differently had you been in your father's place."

The two were downcast after Raya related this painful history. She approached Kal-El timidly and initiated another hug. Clark wouldn't begrudge her the comfort, as he needed it himself. He again recognized the difference in their physical contact from what he was used to. He also came to another important realization. They truly shared a bond that no on else on Earth could understand. There were probably thousands with such tragedies in their past, but their's had a finality and loss that were difficult for even them to comprehend. Humans often used the metaphor of losing their whole world, but their literal loss had so many more connotations to it.

Since their plans were a bit vague and required both to do some independent research or training, the two split up. Kal-El to start working on a standard Kryptonian education, starting with the vision training program that would allow him to utilize Kryptonian technology. As perhaps the most technologically advanced race in the universe they had been very cognizant that others would try to steal their inventions. During the period of their development when they were most interested in perfecting their bodies they settled on a strategy of utilizing control screens only they, with their ability to view all wavelength spectrums recently engineered, could see and manipulate. To this day, discovered Kryptonian outposts remained a great mystery since no one could figure out how they operated. Lacking pertinent genetic markers they couldn't even blunder their way into any discoveries beyond studying the materials themselves.

While Clark went through the training programs that would allow him to do his Phantom Zone escapee research, Raya doggedly worked on cleaning up the Fortresses' systems. Clark took a break in the late afternoon to return to the Kent Farm and do the days business at super speed. He could swear the farm animals and Shelby, his golden retriever, were giving him accusatory looks for his lengthening periods of absence from the farm.

After his return to two had another reheated meal and set back to work. As Kryptonians under yellow sun they needed only one, four-hour sleep cycle along with large amounts of Calories to be at peak efficiency. Still feeling focused, Raya pushed to finish her project. Clark was oblivious to the late hour, thoroughly enjoying the interactive holographic training programs that were designed for his species' perfect recall and enhanced mental processing speeds. Around midnight, Raya interrupted his tutorial on Kryptonian computer systems.

"What is it Raya, I was really interested in that one? I know it's only a novice level program, but it blows the human understanding of their own computers out of the water. I have so much to learn." He was all smiles and excitement. She hated to dampen his enthusiasm.

"I've completed removal of all foreign programs from the Fortress. We still cannot run full repository searches, access more than a single information hub simultaneously, or power many of the more energy consumptive defenses or systems. There are only two...'programs' left to rectify. But they're not programs so much as interactive copies of a person's mind. You've been aware of the concept of a personality matrix for a while now, but do you understand what they actually are?" she questioned.

"Well, I'd always imagined that the brain is similar to an organic computer, and if you had enough memory and processing power you could recreate it or copy it just like any other program. I'm sure it's much more complicated than that, but that's the assumption I've been operating under. Is that right?" Clark had lost much of his exuberance as they very technically discussed a topic that had the potential to reunite him with both of his biological parents if he was right about who the two programs were. He was attempting to rationally process a very emotional situation and barely succeeding.

"You're actually close enough. There are some further differences, but you'll learn those eventually and they aren't that important to this discussion. These two programs are actually a bit illegal. Personality matrices were intended to be resources for Council Houses so they could consult past members for advice or inquire about the specifics of past events. Those guidelines were very strict as there was an actual uprising involving cloning and overlaying personality matrices on living bodies. One of two bloody affairs in our history involving cloning, the second being a revolt by the predecessors to the casteborn. That personality matrix issue was also the conflict which saw the An's lose their stewardship over Earth and other monitoring or resource gathering outposts."

"From what I am able to determine, the Jor-El and Lara Lor-Van personalities actually have access to Fortress systems. That is against the law. Was against the law, I should say. What worries me is I'm not sure how they came to be in the An crystals. Though while we are speculating I should say that the An crystals themselves were illegal as no unmanned Fortresses should have been outside Krypton. That your house didn't report them, but instead copied their growing Repository of Knowledge into them is quite fortuitous for us."

"Raya...My parents..." He gestured for her to get back to the point.

"Right. As head of house El and apparently a rebellious criminal, it is understandable that during one of his trips to Earth that Jor-El as a steward of this world, would place a younger version of himself into these crystals. But the file information on these two programs indicates they were created a little less than a year before Krypton's destruction. How Lara's is in there is a complete mystery, as portal travel was highly regulated and very power taxing across long distances. There are twenty three galaxies closer to Krypton than Earth. It would have been noticed. My concern is that these aren't really your parent's personality matrices, but equally sized files containing versions of BrainIAC that he purposefully mislabeled in a trap for you." Raya looked at Clark with concern at this theory and grabbed one of his hands in her's, giving it a reassuring squeeze.

"Is that the only danger? Or could that AI bastard have corrupted their actual programs as well, if they were somehow in there to be tampered with?" he asked.

"Hmmmm...maybe...I wasn't a computer engineer. I was more involved with the dimensional research that your father conducted. That was by no means the limit of what we looked into, as your father's genius was only surpassed by his constantly shifting areas of study." She chuckled, remembering her and Lara's many frustrations trying to get Jor-El to complete a project before switching to something else.

"Well what are our options? Can we determine which one we're dealing with? I don't want to wake up again years later to learn that another Jor-El was actually BrainIAC play acting."

"Grrr...I don't know. The program I'm using wasn't meant to deal with anything as complex as an actual personality matrix, just code not written by the administrator and recognizable AI programs. I wish..." she trailed off in thought.

"Yes, you wish what?" he said.

"Well that your father was here to solve the problem. He actually would have quite enjoyed looking for a solution to whether a personality matrix can be manipulated." she sighed.

"Um...couldn't we...well uh, get him to do it. You know, his personality matrix. Could we set it up so he is... I don't know the terminology, but safely sectioned off and can only come out if he figures it out or something?" his rambling idea ended in a tentative question.

"If it really is his personality matrix I think you'd have to get him to agree. He would have the encryption password to alter the Fortresses setup and read only programming. Which would be required to do what you're talking about. But to do so also requires a couple genetic markers the El's engineered as requirements for their proprietary technology. Your markers in other words. I think you've given us a plan."

So after a bit of discussion Raya went back to the primary console and ran the Jor-El program through the virus hunter. If it really was a version of BrainIAC it wouldn't survive. Unless it was a sufficiently robust version. Then it might defeat the program and run rampant through the fortress again. In preparation for that eventuality Raya had taken Kal-El down to the triad power cores with instructions to remove them briefly while she deleted the program. He would need to replace the cores quickly lest the sorely taxed magnetic and solar cells be fully depleted and the whole Fortress come crashing down. Without full power cores, the Fortress would not return neatly to it's original three crystals but crumble into useless rock, mineral, and ice.

They were in luck though, miraculously it was an actual personality matrix. Raya recalled Kal-El to the first floor and they steeled themselves to negotiate with some form of Jor-El. Raya provided power to the system as she had done literally thousands of times in the last two days but did not immediately turn it back off. The program took a moment to assess it's surroundings so to speak and then addressed the two it detected with it's access to the Fortresses' defenses.

"Why are so many of this installations defenses offline. Who are you two?" The bodiless voice boomed at them from all of the training modules speakers. It's frustration was mounting as it found very little power accessible and couldn't seem to project a holographic representation as was proper for a personality matrix.

"You are the personality matrix of Jor-El of Krypton," Raya asked.

"Of course I am. Who else would I be in my own family's Fortress. Who are you I ask again."

"Before you, are your son Kal-El and your research assistant Raya. As to the state of this Fortress, we are in your second secret Repository on Earth, and we have lately been in conflict with the Brain Interactive Construct and a released phantom of General Zod inhabiting a powered vessel. In the conflict nearly all of this facility's power was diverted into an attack on Earth's information network and even more into an aborted attempt to use reprogrammed satellites to annihilate humans as well as remodel Earth into an approximation of Krypton. The foes were defeated, but not before the damage was done to the Fortress. In the aftermath of the struggle BrainIAC's primary module was discovered and we managed to transfer much of it's power core back into the depleted triad core."

"That is most distressing. I...have a brief memory of meeting you Kal-El on the day the Fortress was constructed. I took steps to ensure your return so we could avert much of what you said took place. I would think losing your powers would have motivated you to come back for training and to protect the Fortress," it was an odd experience for Clark to be scolded by a parent he'd apparently only interacted with once. He immediately wanted to defend himself but in a distressing trend Raya beat him to it.

"Do not be too harsh in your judgment Jor-El. You should not have used the time delay nanites to strip his powers as a method to ensure his compliance. He was delayed in returning as he had to confront two Thernameks that were hunting him. Also," she started to laugh, "removing his powers offered him his first taste of ...carnal pursuits with humans. A grand niece of one of your own conquests if his story about an early trip to Earth are accurate."

Clark whispered in outrage, "What are you doing Raya? Quit embarrassing me in front of the entity we have to bargain with."

"Bargain with?" Jor-El inquired. "You will have to speak much more softly if you wish to keep secrets from me in this facility my son." Clark thought he actually heard a note of amusement from the entity he was rapidly starting to think of as his father. But he would not be fooled again.

"Yes. Because you...hardwired? your personality matrix into the systems of this Fortress. An illegality I'm told. Because of that access and the fact that BrainIAC maneuvered himself into having control over the Fortress for many months. Well, frankly we can't be sure he didn't tamper with you. We would like you to consent to removing your access in case you will turn on us due to some plot of the manipulative AI. We hoped you might also be able to determine if you and the Lara personality matrix have been corrupted. Since you are Jor-El and not a plant by BrainIAC we assumed you would have the encryption password as this facility's administrator."

"That is a very unfortunate turn of events. Since all I am is a mind, not being able to trust my responses is quite...terrifying. If there are any changes to my artificial processing or perceptions, they have not changed my desire to protect you Kal-El. I think it would be best for me to...resume the traditional role of a personality matrix until my integrity can be determined." The two Kryptonians waited patiently as Jor-El seemed like it had more to say.

"I think...yes...I have just created a separate sequestration space with the virtual functionality of a training and workroom module. I will exile this program there without access to the systems I had intended to use to your benefit Kal-El. I did in fact do so still in an An crystal after interacting with a second matrix you apparently carried with you to Earth. The two of us were worried about not being able to contact you with the Kawatche outpost and so did a bit of, though I'm ashamed to admit it, a little coercion on the one we determined as your greatest adversary to reaching your potential. I can sense you carry an access key, an El crystal, and an El tablet between the two of you. I have set up an alert program to alarm when I have determined a solution to our current dilemma."

"Raya, please review my work. Just to be sure I haven't unknowingly inserted anything other than what I've just discussed." The beautiful young scientist quickly scrolled through screens full of command coding. She stated she could find no other commands.

"Then this is hopefully a brief interlude. I hope to have devised a program or technology that can read personality matrices for changes made after the initial copy. I would keep Lara's matrix offline until I am successful. Worry not Kal-El it is actually her as well. We will get to know you in the limited fashion available to us as soon as possible. There is much I must tell you, and I'd like for both of us to trust what I'm saying. Good by for now. Raya, please show Kal-El where he must finalize these administrator overrides."

Raya indicated which crystal Clark needed to manipulate and realign to complete the changes. Clark was a bit frustrated that after only a few minutes of conversation he was again separated from a father he still didn't know. But at least he now had hope that he would get to actually know some facet of his biological parents.


End file.
